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FORM 10-KSB/A-2
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

|[ x ] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended - June 30, 2003
|----- | ------------------------------------------------------------------------------------------------------------------------------
|      | OR                                                                                                                            
|[   ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from       

Commission file number 000-33189

ABERDENE MINES LIMITED



|NEVADA                                                          | 88-0454792                          
|--------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of 
incorporation or organization) | (I.R.S. Employer Identification No.)

101 Convention Center
Suite 700
Las Vegas, Nevada 89109(Address of principal executive offices, including zip code.)

(604) 669-3707(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:

| | Title of each class
None | Name of each exchange on which registered
None
| | ------------------------ | ----------------------------------------------

Securities registered pursuant to Section 12(g) of the Act:

Common StockTitle of each class

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Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes [ x ] No [   ]

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by referenced in Part III of this Form 10-KSB or any amendment to this Form 10-KSB [   ]

State issuer's revenues for its most fiscal year June 30, 2003: $-0-.

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of August 22, 2003: $2,187,400

State the number of shares outstanding of each of the issuer's classes of common equity, as of August 22, 2003: 34,464,090

We make forward-looking statements in this document. Our forward-looking statements are subject to risks and uncertainties. You should note that many factors, some of which are described in this section or discussed elsewhere in this document, could affect our company in the future and could cause our results to differ materially from those expressed in our forward-looking statements. Forward-looking statements include those regarding our goals, beliefs, plans or current expectations and other statements regarding matters that are not historical facts. For example, when we use the words "believe," "expect," "anticipate" or similar expressions, we are making forward-looking statements. We are not required to release publicly the results of any revisions to these forward-looking statements we may make to reflect future events or circumstances.

The registrant is amending the annual form 10-KSB for the inclusion of the prior auditors' report for the periods prior to the year ending June 30, 2003.

















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ITEM 7. FINANCIAL STATEMENTS.

Aberdene Mines Limited
(An Exploration Stage Company)



|                                            | Index
|------------------------------------------- | -----
|                                           
|Independent Auditors' Report                | F-1  
|Independent Auditors' Report                | F-2  
|Balance Sheets                              | F-3  
|Statements of Operations                    | F-4  
|Statements of Cash Flows                    | F-5  
|Statement of Stockholders' Equity (Deficit) | F-6  
|Notes to the Financial Statements           | F-7  





















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Independent Auditors' Report



To the Stockholders
Aberdene Mines Limited
(An Exploration Stage Company)

We have audited the accompanying balance sheet of Aberdene Mines Limited (a Nevada corporation) as of June 30, 2003, and the related statement of operations, cash flows and stockholders' deficit for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. The accompanying balance sheet of Aberdene Mines Limited as of June 30, 2002, and the related statement of operations, cash flows and stockholders' deficit accumulated for the period from January 21, 2000 (Date of Inception) to June 30, 2002 and the year ended June 30, 2002, was audited by other auditors in their report dated August 5, 2002. Those auditors expressed an unqualified opinion on those financial statements and included an explanatory paragraph describing the substantial doubt about the Company's ability to continue as a going concern.

We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the aforementioned financial statements referred to above present fairly, in all material respects, the financial position of Aberdene Mines Limited as of June 30, 2003, and the results of its  operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has not obtained profitable operations since inception and will need additional financing to sustain operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Manning Elliott
CHARTERED ACCOUNTANTS
Vancouver, Canada
July 15, 2003





F-1

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Board of Directors 
Aberdene Mines Limited
Las Vegas, Nevada

INDEPENDENT AUDITOR'S REPORT

We have audited the accompanying balance sheet of Aberdene Mines Limited (an exploration stage enterprise and a Nevada corporation), as of June 30, 2002 and the related statements of operations, stockholders' equity (deficit) and cash flows for the year then ended and for the period from January 21, 2000 (inception) to June 30, 2002.  These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Aberdene Mines Limited as of June 30, 2002 and the results of its operations and its cash flows for the year then ended and for the period January 21, 2000 (inception) to June 30, 2002, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 2, the Company has been in the exploration stage since its inception and has no revenues.  These factors raise substantial doubt about the Company's ability to continue as a going concern.  Management's plans regarding those matters are also described in Note 2.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.





/s/ Williams & Webster, P.S.
Williams & Webster, P.S.Certified Public AccountantsSpokane, Washington
August 5, 2002





F-2

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Aberdene Mines Limited
(An Exploration Stage Company)
Balance Sheets
(expressed in U.S. dollars)



|                                                                                                                   | June 30,
2003
$ |  | June 30,
2002
$
|------------------------------------------------------------------------------------------------------------------ | --------------- |  | ---------------
|ASSETS                                                                                                             |                 |  |                
|                                                                                                                   |                 |  |                
|Current Assets                                                                                                     |                 |  |                
|                                                                                                                   |                 |  |                
|Cash                                                                                                               | 1,006           |  | 1,571          
|Deposits                                                                                                           | 411             |  | 2,062          
|                                                                                                                   |                 |  |                
|Total Current Assets                                                                                               | 1,417           |  | 3,633          
|                                                                                                                   |                 |  |                
|Mineral Properties (Note 3)                                                                                        | 42              |  | 42             
|                                                                                                                   |                 |  |                
|Total Assets                                                                                                       | 1,459           |  | 3,675          
|                                                                                                                   |                 |  |                
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                                                     |                 |  |                
|                                                                                                                   |                 |  |                
|Current Liabilities                                                                                                |                 |  |                
|                                                                                                                   |                 |  |                
|Accounts payable                                                                                                   | 3,101           |  | 455            
|Accrued liabilities                                                                                                | 8,088           |  | -              
|Advances from related party (Note 4(b))                                                                            | 4,985           |  | 222            
|                                                                                                                   |                 |  |                
|Total Liabilities                                                                                                  | 16,174          |  | 677            
|                                                                                                                   |                 |  |                
|Contingency (Note 1)                                                                                               |                 |  |                
|                                                                                                                   |                 |  |                
|Stockholders' Equity (Deficit)                                                                                     |                 |  |                
|                                                                                                                   |                 |  |                
|Common Stock, 100,000,000 shares authorized with a par value of $0.00001; 34,464,090 shares issued and outstanding | 345             |  | 345            
|                                                                                                                   |                 |  |                
|Additional Paid-in Capital                                                                                         | 349,056         |  | 349,056        
|                                                                                                                   |                 |  |                
|                                                                                                                   | 349,401         |  | 349,401        
|                                                                                                                   |                 |  |                
|Deficit Accumulated During the Exploration Stage                                                                   | (364,116)       |  | (346,403)      
|                                                                                                                   |                 |  |                
|Total Stockholders' Equity (Deficit)                                                                               | (14,715)        |  | 2,998          
|                                                                                                                   |                 |  |                
|Total Liabilities and Stockholders' Equity                                                                         | 1,459           |  | 3,675          





(The Accompanying Notes are an Integral Part of these Financial Statements)
F-3

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Aberdene Mines Limited
(An Exploration Stage Company)
Statements of Operations
(expressed in U.S. dollars)





|                                    | Accumulated from    |  |            |  |           
|----------------------------------- | ------------------- |  | ---------- |  | ----------
|                                    | January 21, 2000    |  |            |  |           
|                                    | (Date of Inception) |  | Year Ended |  |           
|                                    | to June 30,         |  | June 30,   |  |           
|                                    | 2003
$              |  | 2003
$     |  | 2002
$    
|                                    |                     |  |            |  |           
|Revenue                             | -                   |  | -          |  | -         
|                                    |                     |  |            |  |           
|                                    |                     |  |            |  |           
|Expenses                            |                     |  |            |  |           
|                                    |                     |  |            |  |           
|Consulting                          | 273,469             |  | -          |  | -         
|General and administration          | 14,389              |  | 266        |  | 13,017    
|Mining exploration                  | 3,543               |  | 1,906      |  | 249       
|Professional fees                   | 61,155              |  | 14,125     |  | 22,323    
|Rent (Note 4(a))                    | 4,780               |  | 911        |  | 1,953     
|Transfer agent and filing fees      | 2,331               |  | 505        |  | 1,826     
|Travel                              | 4,449               |  | -          |  | 4,449     
|                                    |                     |  |            |  |           
|                                    | 364,116             |  | 17,713     |  | 43,817    
|                                    |                     |  |            |  |           
|Net Loss for the Period             | (364,116)           |  | (17,713)   |  | (43,817)  
|                                    |                     |  |            |  |           
|                                    |                     |  |            |  |           
|Net Loss Per Share - Basic          |                     |  | -          |  | -         
|                                    |                     |  |            |  |           
|                                    |                     |  |            |  |           
|Weighted Average Shares Outstanding |                     |  | 34,464,000 |  | 31,215,612

(Diluted loss per share has not been presented as the result is anti-dilutive)









(The Accompanying Notes are an Integral Part of these Financial Statements)
F-4

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Aberdene Mines Limited
(An Exploration Stage Company)
Statements of Cash Flows
(expressed in U.S. dollars)



|                                          |                                                                             |                                            | For the Period from January 21, 2000
|----------------------------------------- | --------------------------------------------------------------------------- | ------------------------------------------ | ------------------------------------
|                                          | Year Ended
June 30,                                                         |                                            | (Date of Inception)
to June 30,     
|                                          | 2003
$                                                                      |                                            | 2002
$                              
|                                          |                                                                             |                                            |                                     
|Cash Flows From Operating Activities      |                                                                             |                                            |                                     
|                                          | Net loss                                                                    | (17,713)                                   |                                     
|                                          |                                                                             |                                            |                                     
|                                          | Adjustments to reconcile net loss to net cash used by operating activities: |                                            |                                     
|                                          |                                                                             | Payment of expenses from issuance of stock | -                                   
|                                          | Change in operating assets and liabilities                                  |                                            |                                     
|                                          |                                                                             | Deposits and prepaid expenses              | 1,651                               
|                                          |                                                                             | Accounts payable and accrued liabilities   | 10,734                              
|                                          |                                                                             | Due to related parties                     | 4,763                               
|                                          |                                                                             |                                            |                                     
|Net Cash (Used In) Operating Activities   | (565)                                                                       |                                            | (51,209)                            
|Cash Flows From Financing Activities      |                                                                             |                                            |                                     
|                                          | Proceeds from related party advances                                        |                                            | -                                   
|                                          | Proceeds from sale of common stock                                          | -                                          |                                     
|                                          | Repayment of related party loans                                            | -                                          |                                     
|                                          | Proceeds from related party loans                                           | -                                          |                                     
|                                          |                                                                             |                                            |                                     
|Net Cash Provided By Financing Activities | -                                                                           |                                            | 52,711                              
|                                          |                                                                             |                                            |                                     
|Increase (Decrease) in Cash               | (565)                                                                       |                                            | 1,502                               
|                                          |                                                                             |                                            |                                     
|Cash - Beginning of Period                | 1,571                                                                       |                                            | 69                                  
|                                          |                                                                             |                                            |                                     
|Cash - End of Period                      | 1,006                                                                       |                                            | 1,571                               
|                                          |                                                                             |                                            |                                     
|Non-Cash Financing Activities             |                                                                             |                                            |                                     
|                                          | Stock issued in payment of consulting and other expenses                    | -                                          |                                     
|                                          | Stock issued in payment of advances                                         | -                                          |                                     
|                                          | Stock issued in payment of mining claims                                    | -                                          |                                     
|                                          |                                                                             |                                            |                                     
|Supplemental Disclosures                  |                                                                             |                                            |                                     
|                                          | Interest paid                                                               | -                                          |                                     
|                                          | Income taxes paid                                                           | -                                          |                                     







(The Accompanying Notes are an Integral Part of these Financial Statements)
F-5

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Aberdene Mines Limited
(An Exploration Stage Company)
Statement of Stockholders' Equity (Deficit)
(expressed in U.S. dollars)



|                                                                           | Common Stock | Additional
Paid-In
Capital
$ | Deficit Accumulated During Exploration
Stage
$ | Total Stockholders'
Equity
(Deficit)
$
|-------------------------------------------------------------------------- | ------------ | ---------------------------- | ---------------------------------------------- | --------------------------------------
|                                                                           | # of
Shares  | Amount
$                    
|                                                                           |              |                              |                                                |                                       
|Balance - January 21, 2000 (Date of Inception)                             | -            | -                            | -                                              | -                                     
|                                                                           |              |                              |                                                |                                       
|Issuance of stock for services and payment of advances for $.055 per share | 30,000,000   | 300                          | 274,700                                        | -                                     
|                                                                           |              |                              |                                                |                                       
|Net loss for period                                                        | -            | -                            | -                                              | (290,820)                             
|                                                                           |              |                              |                                                |                                       
|Balance - June 30, 2000                                                    | 30,000,000   | 300                          | 274,700                                        | (290,820)                             
|                                                                           |              |                              |                                                |                                       
|Net loss for the year                                                      | -            | -                            | -                                              | (11,766)                              
|                                                                           |              |                              |                                                |                                       
|Balance - June 30, 2001                                                    | 30,000,000   | 300                          | 274,700                                        | (302,586)                             
|                                                                           |              |                              |                                                |                                       
|Sale of common stock for cash at $0.10 per share                           | 4,464,090    | 45                           | 74,356                                         | -                                     
|                                                                           |              |                              |                                                |                                       
|Net loss for the year                                                      | -            | -                            | -                                              | (43,817)                              
|                                                                           |              |                              |                                                |                                       
|Balance - June 30, 2002                                                    | 34,464,090   | 345                          | 349,056                                        | (346,403)                             
|                                                                           |              |                              |                                                |                                       
|Net loss for the year                                                      | -            | -                            | -                                              | (17,713)                              
|                                                                           |              |                              |                                                |                                       
|Balance - June 30, 2003                                                    | 34,464,090   | 345                          | 349,056                                        | (364,116)                             









(The Accompanying Notes are an Integral Part of these Financial Statements)
F-6

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Aberdene Mines Limited
(An Exploration Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)

1. Exploration Stage Company

The Company was incorporated in the State of Nevada on January 21, 2000. In January 2000 the Company purchased six mineral claims, situated in the Casino-Red Cap property, Columbia River Valley in the Province of British Columbia, Canada.

The Company's principal business plan is to acquire, explore and develop mineral properties and to ultimately seek earnings by exploiting the mineral claims.

The Company has been in the exploration stage since its formation in January 2000 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition, exploration and development of mining properties. Upon location of a commercial mineable reserve, the Company will actively prepare the site for extraction and enter a development stage. At present, management devotes most of its activities to raise sufficient funds to further explore and develop its mineral properties. Planned principal activities have not yet begun. The ability of the Company to emerge from the exploration stage with respect to any planned principal business activity is dependent upon its successful efforts to raise additional equity financing and/or attain profitable mining operations. Management has plans to seek additional capital through a private placement and public offering of its common stock. There is no guarantee that the Company will be able to complete any of the above objectives. These factors raise substantial doubt regarding the Company's ability to continue as a going concern.

At June 30, 2003, the Company had a working capital deficit of $14,757 and an accumulated deficit of $364,116.  The Company expects to fund itself in the next twelve months by sales of shares.

The Company filed an SB-2 Registration Statement with the United States Securities and Exchange Commission which has been declared effective.
2. Summary of Significant Accounting Principles

a)   Year End

The Company's year end is June 30.

b)   Basis of Accounting

These financial statements are prepared in conformity with accounting principles generally accepted in the United States and are presented in US dollars.

c)   Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

d)   Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.





F-7

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Aberdene Mines Limited
(An Exploration Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)

1. Summary of Significant Accounting Principles (continued)





F-8

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Aberdene Mines Limited
(An Exploration Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)

1. Summary of Significant Accounting Principles (continued)

k)   Comprehensive Loss

SFAS No. 130, "Reporting Comprehensive Income," establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at June 30, 2003 and 2002, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

l)   Recent Accounting Pronouncements

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity". SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). The requirements of SFAS No. 150 apply to issuers' classification and measurement of freestanding financial instruments, including those that comprise more than one option or forward contract. SFAS No. 150 does not apply to features that are embedded in a financial instrument that is not a derivative in its entirety. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003, except for mandatory redeemable financial instruments of non-public entities. It is to be implemented by reporting the cumulative effect of a change in an accounting principle for financial instruments created before the issuance date of SFAS No. 150 and still existing at the beginning of the interim period of adoption. Restatement is not permitted. The adoption of this standard is not expected to have a material effect on the Company's results of operations or financial position.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure", which amends SFAS No. 123 to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 expands the disclosure requirements of SFAS No. 123 to require more prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The transition provisions of SFAS No. 148 are effective for fiscal years ended after December 15, 2002. The disclosure provisions of SFAS No. 148 are effective for financial statements for interim periods beginning after December 15, 2002. The transition provisions do not currently have an impact on the Company's financial position and results of operations as the Company currently has no stock-based employee compensation.

In June, 2002, FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities". The provisions of this Statement are effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. This Statement addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)". This Statement requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. The Company adopted SFAS No. 146 on January 1, 2003. The effect of adoption of this standard on the Company's results of operations and financial position was not material.

FASB has also issued SFAS No. 145, 147 and 149 but they will not have any relationship to the operations of the Company therefore a description of each and their respective impact on the Company's operations have not been disclosed.

m)   Reclassifications

Certain amounts in the prior period financial statements have been reclassified to conform to the current year presentation.





F-9

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Aberdene Mines Limited
(An Exploration Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)

1. Mineral Properties
2. Related Party Transactions/Balances
3. Common Stock
4. Income Taxes



|                       | 2003
$  |  | 2002
$  
|---------------------- | ------- |  | --------
|                       |         |  |         
|Net Operating Losses   | 17,713  |  | 43,817  
|Statutory Tax Rate     | 34%     |  | 34%     
|Effective Tax Rate     | -       |  | -       
|Deferred Tax Asset     | 6,022   |  | 14,898  
|Valuation Allowance    | (6,022) |  | (14,898)
|Net Deferred Tax Asset | -       |  | -       





F-10

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Aberdene Mines Limited
(An Exploration Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)

1. Income Taxes (continued)

















F-11

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 10th day of June, 2004.

| | ABERDENE MINES LIMITED(Registrant)
| | ----------------------------------

| | BY: | /s/ Brent Jardine
Brent Jardine, President, Principal Executive Officer, Treasurer, Principal Financial Officer and Principal Accounting Officer
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities.



|Signatures                            | Title                                                                                            | Date         
|------------------------------------- | ------------------------------------------------------------------------------------------------ | -------------
|/s/ Brent Jardine
Brent Jardine       | President, Principal Executive Officer, Treasurer and a member of the Board of Directors         | June 10, 2004
|                                      |                                                                                                  |              
|/s/ Robert Weicker
Robert Weicker     | Vice-President of Exploration, Senior Geologist and a member of the Board of Directors           | June 10, 2004
|                                      |                                                                                                  |              
|/s/ Cameron Reynolds
Cameron Reynolds | Principal Financial Officer, Principal Accounting Officer and a member of the Board of Directors | June 10, 2004
|                                      |                                                                                                  |              
|/s/ Tim Hipsher
Tim Hipsher           | Secretary and a member of the Board of Directors                                                 | June 10, 2004















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